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What changed in Amphastar Pharmaceuticals, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Amphastar Pharmaceuticals, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+353 added−389 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-03)

Top changes in Amphastar Pharmaceuticals, Inc.'s 2025 10-K

353 paragraphs added · 389 removed · 264 edited across 1 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

264 edited+89 added−125 removed151 unchanged
Biggest change(as amended and restated) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024) ​ ​ ​ ​ ​ 10.36* ​ Distribution Agreement by and between Armstrong Pharmaceuticals, Inc. and Hong Kong Genreach Limited, dated August 28, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024) ​ ​ ​ ​ ​ 19.1 ​ Amphastar Pharmaceuticals, Inc.
Biggest change(as amended and restated) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024) ​ ​ ​ ​ ​ 10.29* ​ Distribution Agreement by and between Armstrong Pharmaceuticals, Inc. and Hong Kong Genreach Limited, dated August 28, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024) ​ ​ ​ ​ ​ 10.30* ​ Second Amendment to the Contract Manufacturing Agreement by and between Amphastar Nanjing Pharmaceutical, Inc., and Nanjing Hanxin Pharmaceutical Technology Co., Ltd, dated May 13, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025) ​ ​ ​ ​ ​ 10.31* ​ First Amendment to the Contract Research Agreement by and between Amphastar Pharmaceuticals, Inc., and Nanjing Hanxin Pharmaceutical Technology Co., Ltd., dated May 7, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025) ​ ​ ​ ​ ​ 10.32* ​ License Agreement by and between Amphastar Pharmaceuticals, Inc., and Nanjing Anji Biotechnology Co., Ltd., dated August 8, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025) ​ ​ ​ ​ ​ 10.33* ​ Contract Research Agreement by and between Amphastar Pharmaceuticals, Inc., and Nanjing Hanxin Pharmaceutical Technology Co., Ltd., dated September 15, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025) ​ ​ ​ ​ ​ 10.34* ​ Distribution Agreement by and between Amphastar Pharmaceuticals, Inc., and Nanjing Chengong Pharmaceutical Co., Ltd., dated October 21, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025) ​ ​ ​ ​ ​ 10.35* ​ License Agreement by and between Amphastar Pharmaceuticals, Inc., and Nanjing Hanxin Pharmaceutical Technology Co., Ltd., dated January 6, 2026 ​ ​ ​ ​ ​ 10.36* ​ Third Amendment to the Contract Manufacturing Agreement by and between Amphastar Nanjing Pharmaceutical, Inc., and Nanjing Hanxin Pharmaceutical Technology Co., Ltd, dated January 6, 2026 ​ ​ ​ ​ ​ 10.37* ​ First Amendment to the Distribution Agreement by and between Armstrong Pharmaceuticals, Inc. and Hong Kong Genreach Limited, dated January 6, 2026 ​ ​ ​ ​ ​ 19.1 ​ Amphastar Pharmaceuticals, Inc.
The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
Income per Share ​ Basic net income per share is calculated based upon the weighted-average number of shares outstanding during the period.
Net Income per Share ​ Basic net income per share is calculated based upon the weighted-average number of shares outstanding during the period.
This complaint was filed in the Superior Court of California for the County of Los Angeles. In the complaint, the plaintiff is seeking damages and related remedies under California Law, as well as various penalty payments under the California Labor Code.
This complaint was filed in the Superior Court of California for the County of Los Angeles. In the complaint, the plaintiff is seeking damages and related remedies under California law, as well as various penalty payments under the California Labor Code.
Controls and Procedures. ​ Evaluation of Disclosure Controls and Procedures ​ Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, our principal executive and principal financial officers, respectively, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.
Controls and Procedures. ​ Evaluation of Disclosure Controls and Procedures ​ Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, our principal executive and principal financial officers, respectively, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management overriding the controls.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management overriding of the controls.
Compensation cost for all share-based payments granted with service-based graded vesting schedules is recognized using the straight-line method over the requisite service period. ​ Options issued under the Company’s Amended 2015 Plan, Original 2015 Plan, and 2005 Plan are granted at exercise prices equal to or greater than the fair value of the underlying common shares on the date of grant and vest based on continuous service.
Compensation cost for all share-based payments granted with service-based graded vesting schedules is recognized using the straight-line method over the requisite service period. ​ Options issued under the Company’s Amended 2015 Plan, and Original 2015 Plan are granted at exercise prices equal to or greater than the fair value of the underlying common shares on the date of grant and vest based on continuous service.
In the fourth quarter of 2023, the Company made a principal payment of $50.0 million, reducing the balance to $250.0 million. ​ The Credit Agreement also provides for a $200.0 million Revolving Credit Facility and bears the same interest rate as the Wells Fargo Term Loan. ​ In conjunction with the Credit Agreement, the Company entered into an interest rate swap agreement with Wells Fargo, with a notional amount of $250.0 million to exchange the variable rate on the Wells Fargo Term Loan for a fixed rate of 4.04%.
In the fourth quarter of 2023, the Company made a principal payment of $50.0 million, reducing the balance to $250.0 million. ​ The Credit Agreement also provides for a $200.0 million Revolving Credit Facility and bears the same interest rate as the Wells Fargo Term Loan. ​ In conjunction with the Credit Agreement, the Company entered into an interest rate swap contract with Wells Fargo, with a notional amount of $250.0 million to exchange the variable rate on the Wells Fargo Term Loan for a fixed rate of 4.04%.
Based on the evaluation under that framework and applicable SEC rules, our management concluded that our internal control over financial reporting was effective as of December 31, 2024. ​ Our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in their report appearing below. ​ Changes in Internal Control Over Financial Reporting ​ There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). ​ Inherent Limitations of Internal Controls ​ Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent or detect all errors and all fraud.
Based on the evaluation under that framework and applicable SEC rules, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. ​ Our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in their report appearing below. ​ Changes in Internal Control Over Financial Reporting ​ There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). ​ Inherent Limitations of Internal Controls ​ Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent or detect all errors and all fraud.
We require each third-party service provider to certify that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our business. ​ For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this annual report on Form 10-K, including the risk factors entitled “Our business and operations have been impacted in the past, and may be impacted in the future, in the event of system breach or failure” and “Complying with laws in the U.S., Europe, and other jurisdictions that impose restrictive regulations addressing the collection, use, and other processing of personal information may be expensive, and failure to comply with such laws and regulations could cause substantial harm to our company.” 78 Table of Contents ​ Governance ​ One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats.
We require each third-party service provider to certify that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our business. ​ For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this annual report on Form 10-K, including the risk factors entitled “Our business and operations have been impacted in the past, and may be impacted in the future, in the event of system breach or failure” and “Complying with laws in the U.S., Europe, and other jurisdictions that impose restrictive regulations addressing the collection, use, and other processing of personal information may be expensive, and failure to comply with such laws and regulations could cause substantial harm to our company.” ​ Governance ​ One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats.
(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2014) ​ ​ ​ 10.12† ​ Second Amendment to Supply Agreement, dated November 9, 2016, by and between MannKind Corporation, Amphastar France Pharmaceuticals, S.A.S., and Amphastar Pharmaceuticals, Inc.
(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2014) ​ ​ ​ ​ 10.10† ​ Second Amendment to Supply Agreement, dated November 9, 2016, by and between MannKind Corporation, Amphastar France Pharmaceuticals, S.A.S., and Amphastar Pharmaceuticals, Inc.
Revenue Recognition ​ Product revenues, net ​ In accordance with ASC 606 Revenue from Contracts with Customers , revenue is recognized at the time that the Company’s customers obtain control of the promised goods and we satisfy our performance obligations, which is generally at the time of product delivery to the Company’s customers.
Revenue Recognition ​ Product revenues, net ​ In accordance with ASC 606 Revenue from Contracts with Customers , revenue is recognized at the time that the Company’s customers obtain control of the promised goods and we satisfy the Company’s performance obligations, which is generally at the time of product delivery to the Company’s customers.
In the opinion of management, the accompanying consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly the consolidated financial position, results of operations, and cash flows of the Company. ​ The Company’s subsidiaries include: (1) International Medication Systems, Limited, or IMS, (2) Armstrong Pharmaceuticals, Inc., or Armstrong, (3) Amphastar Nanjing Pharmaceuticals Inc., or ANP, (4) Amphastar France Pharmaceuticals, S.A.S., or AFP, (5) Amphastar UK Ltd., or AUK, (6) International Medication Systems (UK) Limited, or IMS UK, and (7) Amphastar Medication Co., LLC, or Amphastar Medication. ​ Investment in Unconsolidated Affiliate ​ The Company applies the equity method of accounting for investments when it has significant influence, but not controlling interest in the investee.
In the opinion of management, the accompanying consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly the consolidated financial position, results of operations, and cash flows of the Company. ​ The Company’s subsidiaries include: (1) International Medication Systems, Limited, or IMS, (2) Armstrong Pharmaceuticals, Inc., or Armstrong, (3) Amphastar Nanjing Pharmaceuticals Inc., or ANP, (4) Amphastar France Pharmaceuticals, S.A.S., or AFP, (5) Amphastar UK Ltd., or AUK, and (6) International Medication Systems (UK) Limited, or IMS UK. ​ Investment in Unconsolidated Affiliate ​ The Company applies the equity method of accounting for investments when it has significant influence, but not controlling interest in the investee.
The carrying value, after recognition of any impairment loss, is amortized over its remaining useful life. ​ Self-Insured Claims ​ The Company is self-insured, up to certain limits, for workers’ compensation claims. The Company has purchased stop-loss insurance, which will reimburse the Company for individual claims in excess of $350,000 or aggregate minimum attachment of $5.3 million annually.
The carrying value, after recognition of any impairment loss, is amortized over its remaining useful life. ​ Self-Insured Claims ​ The Company is self-insured, up to certain limits, for workers’ compensation claims. The Company has purchased stop-loss insurance, which will reimburse the Company for individual claims in excess of $350,000 or aggregate minimum attachment of $5.4 million annually.
The 2029 Convertible Notes had no impact on the computation of diluted net income per share as the average stock price during the period was less than the conversion price. ​ For the year ended December 31, 2023, the Company did not have any options that were excluded in the computation of diluted net income per share because the effect would be anti-dilutive.
The 2029 Convertible Notes had no impact on the computation of diluted net income per share as the average stock price during the period was less than the conversion price. ​ For the year ended December 31, 2023, the Company did no t have any options that were excluded in the computation of diluted net income per share because the effect would be anti-dilutive.
Revenue from research and development services at ANP was $4.2 million, $4.5 million, and $4.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. ​ Other revenues ​ Revenues related to BAQSIMI ® sales made by Lilly under the TSA during the years ended December 31, 2024 and 2023, were recorded on a net basis, similar to a royalty arrangement. ​ Note 5.
Revenue from research and development services at ANP was $3.2 million, $4.2 million, and $4.5 million for the years ended December 31, 2025, 2024, and 2023, respectively. ​ Other revenues ​ Revenues related to BAQSIMI ® sales made by Lilly under the TSA during the years ended December 31, 2024, and 2023, were recorded on a net basis, similar to a royalty arrangement. ​ Note 4.
As of December 31, 2024 and 2023, the restricted cash balance was $0.2 million. ​ Restricted Short-Term Investments ​ Restricted short-term investments consist of certificates of deposit that are collateral for standby letters of credit to qualify for workers’ compensation self-insurance. The certificates of deposit have original maturities greater than three months, but less than one year.
As of December 31, 2025 and 2024, the restricted cash balance was $0.2 million. ​ Restricted Short-Term Investments ​ Restricted short-term investments consist of certificates of deposit that are collateral for standby letters of credit to qualify for workers’ compensation self-insurance. The certificates of deposit have original maturities greater than three months, but less than one year.
Information required by this item will be included in our Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed within 120 days after our fiscal year end of December 31, 2024, or 2025 Proxy Statement, and is incorporated by reference into this Annual Report on Form 10-K. Item 11. Executive Compensation.
Information required by this item will be included in our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed within 120 days after our fiscal year end of December 31, 2025, or 2026 Proxy Statement, and is incorporated by reference into this Annual Report on Form 10-K. Item 11. Executive Compensation.
The agreement is effective for three years and the total cost of the agreement shall not exceed $1.5 million, with payments adjusted based on the then current exchange rates. ​ During the year ended December 31, 2024, the Company paid an immaterial amount under this agreement.
The agreement is effective for three years and the total cost of the agreement shall not exceed $1.5 million, with payments adjusted based on the then current exchange rates. ​ During the years ended December 31, 2025 and 2024, the Company paid an immaterial amount under this agreement.
The corporate, agency and municipal bonds are classified as held-to-maturity and are carried at amortized cost net of allowance for credit losses. The fair value of such bonds is disclosed in Note 9 and was determined based on Level 2 inputs.
The corporate, agency and municipal bonds are classified as held-to-maturity and are carried at amortized cost net of allowance for credit losses. The fair value of such bonds is disclosed in Note 8 and was determined based on Level 2 inputs.
For these and other reasons, actual results may vary significantly from estimated results. ​ Shipping and Handling Costs ​ For the years ended December 31, 2024, 2023, and 2022, the Company included shipping and handling costs of approximately $8.0 million, $7.0 million and $7.4 million, respectively, in selling, distribution and marketing expenses in the accompanying consolidated statements of operations. ​ Advertising Expense ​ Advertising expenses, primarily associated with Primatene MIST ® , are recorded as they are incurred, except for expenses related to the development of a major commercial or media campaign, which are expensed in the period in which the commercial or campaign is first presented, and are reflected as a component of selling, distribution and marketing in the Company’s consolidated statements of operations.
For these and other reasons, actual results may vary significantly from estimated results. ​ Shipping and Handling Costs ​ For the years ended December 31, 2025, 2024, and 2023, the Company included shipping and handling costs of approximately $8.1 million, $8.0 million and $7.0 million, respectively, in selling, distribution and marketing expenses in the accompanying consolidated statements of operations. ​ Advertising Expense ​ Advertising expenses, primarily associated with Primatene MIST ® , are recorded as they are incurred, except for expenses related to the development of a major commercial or media campaign, which are expensed in the period in which the commercial or campaign is first presented, and are reflected as a component of selling, distribution and marketing in the Company’s consolidated statements of operations.
These risks, uncertainties and other factors include among others, those identified under the “Special Note About Forward-Looking Statements,” above and described in greater detail elsewhere in this Annual Report on Form 10-K, particularly in Item 1A, “Risk Factors.” In this section, we generally discuss the results of our operations for the year ended December 31, 2024, compared to the year ended December 31, 2023.
These risks, uncertainties and other factors include among others, those identified under the “Special Note About Forward-Looking Statements,” above and described in greater detail elsewhere in this Annual Report on Form 10-K, particularly in Item 1A, under the heading “Risk Factors.” In this section, we generally discuss the results of our operations for the year ended December 31, 2025, compared to the year ended December 31, 2024.
Information required by this item will be included in our 2025 Proxy Statement and is incorporated by reference into this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information required by this item will be included in our 2026 Proxy Statement and is incorporated by reference into this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
None. ​ 149 Table of Contents ​ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ AMPHASTAR PHARMACEUTICALS, INC. ​ ​ (Registrant) ​ By: ​ /s/ JACK Y.
None. ​ 152 Table of Contents ​ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ ​ ​ ​ AMPHASTAR PHARMACEUTICALS, INC. ​ ​ (Registrant) ​ By: ​ /s/ JACK Y.
(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. ​ 142 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors of Amphastar Pharmaceuticals, Inc. ​ Opinion on Internal Control Over Financial Reporting ​ We have audited Amphastar Pharmaceuticals, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. ​ 145 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors of Amphastar Pharmaceuticals, Inc. ​ Opinion on Internal Control Over Financial Reporting ​ We have audited Amphastar Pharmaceuticals, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
We have set up processes by which our executive management are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. ​ Our head of the ITS Department and our executive management provide quarterly briefings to the audit committee of the board regarding our company’s cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing, activities of third parties, and the like.
We have set up processes by which our executive management are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. ​ Our head of the ITS Department and our executive management provide quarterly briefings to the audit committee of the 83 Table of Contents board regarding our company’s cybersecurity risks and activities, including any recent cybersecurity incidents and related responses, cybersecurity systems testing, activities of third parties, and the like.
The remaining amounts of our cash equivalents as of December 31, 2023, are in non-interest bearing accounts. ​ We maintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits.
The remaining amounts of our cash equivalents as of December 31, 2024, are in non-interest bearing accounts. ​ We maintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits.
The carrying value of the Company’s long-term obligations, with the exception of the convertible debt (See Note 14) approximates their fair value, as the stated borrowing rates are comparable to rates currently offered to the Company for instruments with similar maturities.
The carrying value of the Company’s long-term obligations, with the exception of the convertible debt (See Note 13) approximates their fair value, as the stated borrowing rates are comparable to rates currently offered to the Company for instruments with similar maturities.
These acquisitions collectively have strengthened our core injectable and inhalation product technology infrastructure by providing additional manufacturing, marketing, and research and development capabilities, including the ability to manufacture raw materials, API, and other components for our products. ​ Macroeconomic Trends and Uncertainties ​ Recent worldwide events and macroeconomic factors, such as international trade relations, new legislation and regulations, changes in administration, taxation or monetary policy changes, public sector budgetary cycles and funding authorization in the United States, political and civil unrest, global conflicts such as the Russia-Ukraine and Middle East conflicts, supply chain disruptions, heightened inflationary pressures, tariffs and fluctuating interest rates, as well as rising healthcare costs among other factors, also increase volatility in the global economy and continue to pose challenges to our business.
These acquisitions collectively have strengthened our core injectable and inhalation product technology infrastructure by providing additional manufacturing, marketing, and research and development capabilities, including the ability to manufacture raw materials, APIs, and other components for our products. ​ Macroeconomic Trends and Uncertainties ​ Recent worldwide events and macroeconomic factors, such as international trade relations, tariffs, new legislation and regulations, changes in administration, taxation or monetary policy changes, public sector budgetary cycles and funding authorization in the United States, political and civil unrest, global conflicts, supply chain disruptions, heightened inflationary pressures, and fluctuating interest rates, as well as rising healthcare costs among other factors, also increase volatility in the global economy and continue to pose challenges to our business.
Information required by this item will be included in our 2025 Proxy Statement and is incorporated by reference into this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence. Information required by this item will be included in our 2025 Proxy Statement and is incorporated by reference into this Annual Report on Form 10-K.
Information required by this item will be included in our 2026 Proxy Statement and is incorporated by reference into this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence. Information required by this item will be included in our 2026 Proxy Statement and is incorporated by reference into this Annual Report on Form 10-K.
Revenues derived from contract manufacturing services are recognized when third-party products are shipped to customers, after the customer has accepted test samples of the products to be shipped. ​ The consideration we receive in exchange for our goods or services is only recognized when it is probable that a significant reversal will not occur.
Revenues derived from contract manufacturing services are recognized when third-party products are shipped to customers, after the customer has accepted test samples of the products to be shipped. ​ 95 Table of Contents The consideration we receive in exchange for our goods or services is only recognized when it is probable that a significant reversal will not occur.
Ltd. and Nanjing Hanxin Pharmaceutical Technology Co., Ltd, dated April 19, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2022) ​ ​ ​ ​ ​ 10.25* ​ Contract Research Agreement by and between Amphastar Pharmaceuticals, Inc. and Nanjing Hanxin Pharmaceutical Technology Co., Ltd., dated July 5, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022) ​ ​ ​ ​ ​ 10.26* ​ Supply Agreement by and between Amphastar Nanjing Pharmaceuticals, Inc. and Nanjing Letop Biotechnology Co.
Ltd. and Nanjing Hanxin Pharmaceutical Technology Co., Ltd, dated April 19, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2022) ​ ​ ​ ​ ​ 10.18* ​ Contract Research Agreement by and between Amphastar Pharmaceuticals, Inc. and Nanjing Hanxin Pharmaceutical Technology Co., Ltd., dated July 5, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022) ​ ​ ​ ​ ​ 10.19* ​ Supply Agreement by and between Amphastar Nanjing Pharmaceuticals, Inc. and Nanjing Letop Biotechnology Co.
Investments consist of certificates of deposit as well as investment-grade corporate, agency and municipal bonds with original maturity dates between three and nineteen months. The certificates of deposit are carried at amortized cost in the Company’s consolidated balance sheets, which approximates their fair value determined based on Level 2 inputs.
Investments consist of certificates of deposit as well as investment-grade corporate, agency and municipal bonds with original maturity dates between three and thirty-six months. The certificates of deposit are carried at amortized cost in the Company’s consolidated balance sheets, which approximates their fair value determined based on Level 2 inputs.
The following graph illustrates a comparison of the total cumulative stockholder return on our common stock since December 31, 2019, with the cumulative stockholder return since December 31, 2019, on two indices: the Nasdaq Composite Index and the Nasdaq Biotechnology Index.
The following graph illustrates a comparison of the total cumulative stockholder return on our common stock since December 31, 2020, with the cumulative stockholder return since December 31, 2020, on two indices: the Nasdaq Composite Index and the Nasdaq Biotechnology Index.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements –Note. 18 – Commitments and Contingencies.” ​ Milestone Obligations ​ The terms of our Purchase Agreement with Lilly require us to make future sales-based milestone payments aggregating up to $575.0 million based on achievement of specified net sales amounts.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements –Note. 17 – Commitments and Contingencies.” ​ Milestone Obligations ​ BAQSIMI ® ​ The terms of our Purchase Agreement with Lilly require us to make future sales-based milestone payments aggregating up to $575.0 million based on achievement of specified net sales amounts.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 3, 2025 expressed an unqualified opinion thereon.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Per the terms of the agreement, the Company has appointed Genrearch as the exclusive distributor to market and sell Primatene MIST ® in Mainland China, Taiwan, Hong Kong, and Macau in the Greater China region.
Per the terms of the agreement, the Company has appointed Genreach as the exclusive distributor to market and sell Primatene MIST ® in Mainland China, Taiwan, Hong Kong, and Macau in the Greater China region.
(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2023) ​ ​ ​ ​ ​ 10.33* ​ Seventh Amendment to the Supply Agreement by and between MannKind Corporation and Amphastar Pharmaceuticals, Inc., dated December 22, 2023 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024) ​ ​ ​ ​ ​ 10.34* ​ Syndicated Loan Agreement dated January 17, 2024, by and between Amphastar Nanjing Pharmaceuticals, Co., Ltd. and Commercial Bank of China Limited in the original sum of approximately $40,000,000 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2024) ​ ​ ​ ​ ​ 10.35 ​ 2015 Equity Incentive Plan of Amphastar Pharmaceuticals, Inc.
(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2023) ​ ​ ​ ​ ​ 10.26* ​ Seventh Amendment to the Supply Agreement by and between MannKind Corporation and Amphastar Pharmaceuticals, Inc., dated December 22, 2023 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024) ​ ​ ​ ​ ​ 10.27* ​ Syndicated Loan Agreement dated January 17, 2024, by and between Amphastar Nanjing Pharmaceuticals, Co., Ltd. and Commercial Bank of China Limited in the original sum of approximately $40,000,000 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2024) ​ ​ ​ ​ ​ 10.28 ​ 2015 Equity Incentive Plan of Amphastar Pharmaceuticals, Inc.
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon. ​ Basis for Opinion ​ The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon. ​ Basis for Opinion ​ The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.
These books are remeasured into the functional currency of USD, using the current or historical exchange rates. The resulting currency remeasurement adjustments and other transactional foreign exchange gains and losses are reflected in our consolidated statement of operations. 95 Table of Contents ​ Our French subsidiary, AFP, maintains its books of record in euros.
These books are remeasured into the functional currency of USD, using the current or historical exchange rates. The resulting currency remeasurement adjustments and other transactional foreign exchange gains and losses are reflected in our consolidated statement of operations. ​ Our French subsidiary, AFP, maintains its books of record in euros.
The graph assumes an initial investment of $100 on December 31, 2019, both in our common stock and each index. It also assumes reinvestment of dividends, if any.
The graph assumes an initial investment of $100 on December 31, 2020, both in our common stock and each index. It also assumes reinvestment of dividends, if any.
There have been no awards with performance conditions and no awards with market conditions. The options have a contractual term of five to ten years and generally vest over a three - to five -year period.
There have been no awards with performance conditions and no awards with market conditions. The options have a contractual term of five to ten years and generally vest over a one - to five -year period.
The 2029 Convertible Notes may bear additional interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if the 2029 Convertible Notes are not freely tradeable as required by the Indenture. ​ The 2029 Convertible Notes will mature on March 15, 2029, unless earlier converted, repurchased or redeemed. ​ Conversions of the 2029 Convertible Notes will be settled in cash up to the aggregate principal amount of the 2029 Convertible Notes to be converted, and cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, with respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount. ​ Holders may convert their 2029 Convertible Notes at their option prior to the close of business on the business day immediately preceding December 15, 2028, in multiples of $1,000 principal amount, only under the following circumstances; (i) during any calendar quarter commencing after the calendar quarter ending on December 31, 2023 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2029 Convertible Notes on each applicable trading day, (ii) during the five business day period after any five consecutive trading day period in which the trading price, as defined in the Indenture, per $1,000 principal amount of the 2029 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day, (iii) if the Company calls the 2029 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, and (iv) upon the occurrence of specified corporate events defined in the Indenture. ​ On or after December 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2029 Convertible Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. ​ The Company may redeem the 2029 Convertible Notes, at its option, in whole or in part (subject to certain limitations), on or after September 20, 2026 and prior to the 41 st scheduled trading day preceding the maturity date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2029 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. ​ 125 Table of Contents AMPHASTAR PHARMACEUTICALS, INC.
The 2029 Convertible Notes may bear additional interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if the 2029 Convertible Notes are not freely tradeable as required by the Indenture. ​ The 2029 Convertible Notes will mature on March 15, 2029, unless earlier converted, repurchased or redeemed. ​ Conversions of the 2029 Convertible Notes will be settled in cash up to the aggregate principal amount of the 2029 Convertible Notes to be converted, and cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, with respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount. ​ Holders may convert their 2029 Convertible Notes at their option prior to the close of business on the business day immediately preceding December 15, 2028, in multiples of $1,000 principal amount, only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on December 31, 2023 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2029 Convertible Notes on each applicable trading day, (ii) during the five business day period after any five consecutive trading day period in which the trading price, as defined in the Indenture, per $1,000 principal amount of the 2029 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day, (iii) if the Company calls the 2029 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, and (iv) upon the occurrence of specified corporate events defined in the Indenture. ​ On or after December 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2029 Convertible Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. ​ The Company may redeem the 2029 Convertible Notes, at its option, in whole or in part (subject to certain limitations), on or after September 20, 2026 and prior to the 41 st scheduled trading day preceding the maturity date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2029 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. ​ The initial conversion rate is 15.8821 shares of the Company’s common stock per $1,000 principal amount of the 2029 Convertible Notes, which represents an initial conversion price of approximately $62.96 per share of common stock.
The unrealized gains or losses of intercompany foreign currency transactions that are of a long-term investment nature are reported in other accumulated comprehensive income (loss). ​ We are also exposed to the potential earnings effects from intercompany foreign currency assets and liabilities that arise from normal trade receivables and payables and other intercompany loans. ​ As of December 31, 2024, a theoretical 10% unfavorable change in the exchange rate of the U.S. dollar strengthening against the foreign currencies to which we have exposure would result in approximately $1.2 million reduction of foreign currency gains, and approximately $3.1 million reduction in other comprehensive income. ​ As of December 31, 2023, a theoretical 10% unfavorable change in the exchange rate of the U.S. dollar strengthening against the foreign currencies to which we have exposure would result in approximately $2.2 million reduction of foreign currency gains, and approximately $1.6 million reduction in other comprehensive income. ​ As of December 31, 2024 and 2023, our foreign subsidiaries had cash balances denominated in foreign currencies in the amount of $6.6 million and $8.9 million, respectively. 96 Table of Contents Item 8.
The unrealized gains or losses of intercompany foreign currency transactions that are of a long-term investment nature are reported in other accumulated comprehensive income (loss). ​ We are also exposed to the potential earnings effects from intercompany foreign currency assets and liabilities that arise from normal trade receivables and payables and other intercompany loans. ​ As of December 31, 2025, a theoretical 10% unfavorable change in the exchange rate of the U.S. dollar strengthening against the foreign currencies to which we have exposure would result in approximately $0.1 million reduction of foreign currency gains, and approximately $3.6 million reduction in other comprehensive income. ​ As of December 31, 2024, a theoretical 10% unfavorable change in the exchange rate of the U.S. dollar strengthening against the foreign currencies to which we have exposure would result in approximately $1.2 million reduction of foreign currency gains, and approximately $3.1 million reduction in other comprehensive income. ​ As of December 31, 2025 and 2024, our foreign subsidiaries had cash balances denominated in foreign currencies in the amount of $7.7 million and $6.6 million, respectively. 99 Table of Contents Item 8.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following is a discussion and analysis of the consolidated operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below.
The following is a discussion and analysis of the consolidated operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below.
Stockholders' Equity ​ Equity Plans ​ As of December 31, 2024, the Company has two equity plans: the Amended and Restated 2015 Equity Incentive Plan, or the Amended 2015 Plan, and the 2014 Employee Stock Purchase Plan or ESPP.
Stockholders' Equity ​ Equity Plans ​ As of December 31, 2025, the Company has two equity plans: the Amended and Restated 2015 Equity Incentive Plan, or the Amended 2015 Plan, and the 2014 Employee Stock Purchase Plan or ESPP.
In some cases, our performance obligation is satisfied, and revenue is recognized at the time of shipment when stipulated by the terms of the sale agreements. ​ The consideration to which the Company expects to be entitled includes a stated list price, less various forms of variable consideration including provision for chargebacks and rebates, accrual for product returns, prompt pay discounts, distributor fees, patient co-pay assistance, and other related deductions.
In some cases, the Company’s performance obligation is satisfied and revenue is recognized at the time of shipment when stipulated by the terms of the sale agreements. ​ The consideration to which the Company expects to be entitled includes a stated list price, less various forms of variable consideration including chargebacks and rebates, product returns, prompt pay discounts, distributor fees, patient co-pay assistance, and other related deductions.
We have in the past approached capacity at one of our facilities largely as a result of the 79 Table of Contents FDA’s request that we reintroduce certain previously discontinued products to help cope with a nationwide shortage of these products.
We have in the past approached capacity at one of our facilities largely as a result of the FDA’s request that we reintroduce certain previously discontinued products to help cope with a nationwide shortage of these products.
For our loans with Wells Fargo Bank and East West Bank, we have entered into fixed interest rate swap contracts to exchange the variable interest rates for fixed interest rates. ​ For more information regarding our outstanding indebtedness, see “Part II – Item 8.
For our loans with Wells Fargo Bank, we have entered into fixed interest rate swap contracts to exchange the variable interest rates for fixed interest rates. ​ For more information regarding our outstanding indebtedness, see “Part II – Item 8.
Financial Statements and Supplementary Data – Notes to 90 Table of Contents Consolidated Financial Statements – Note 2. – Summary of Significant Accounting Policies”, we believe that the following accounting policies are critical to the process of making significant judgments and estimates in the preparation of our audited consolidated financial statements.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 2. – Summary of Significant Accounting Policies”, we believe that the following accounting policies are critical to the process of making significant judgments and estimates in the preparation of our audited consolidated financial statements.
For the Wells Fargo Term Loan, the Company has entered into a fixed interest rate swap contract to exchange the variable interest rates for fixed interest rates. The interest rate swap contract is recorded at fair value in the other assets line in the consolidated balance sheets.
For the Wells Fargo Term Loan, the Company has entered into a fixed interest rate swap contract to exchange the variable interest rates for fixed interest rates. The interest rate swap contract is recorded at fair value in the other long-term liabilities line in the consolidated balance sheets.
For the years ended December 31, 2024, 2023 and 2022, the Company accrued interest of approximately $1.3 million, $1.0 million and $0.8 million, respectively, related to its uncertain tax positions. ​ The Company and/or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various U.S. states and foreign jurisdictions.
For the years ended December 31, 2025, 2024, and 2023, the Company accrued interest of approximately $1.4 million, $1.3 million and $1.0 million, respectively, related to its uncertain tax positions. ​ The Company and/or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various U.S. states and foreign jurisdictions.
For more information regarding our debt, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 14.
For more information regarding our debt, see “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 13.
As of December 31, 2024, none of our investments experienced any declines in fair value that we believe are other than temporary.
As of December 31, 2025, none of our investments experienced any declines in fair value that we believe are other than temporary.
The liability is included in other long-term liabilities in the accompanying consolidated balance sheets. The plan is currently unfunded, and the benefit obligation under the plan was $2.6 million and $2.6 million at December 31, 2024 and 2023, respectively.
The liability is included in other long-term liabilities in the accompanying consolidated balance sheets. The plan is currently unfunded, and the benefit obligation under the plan was $2.7 million and $2.6 million at December 31, 2025 and 2024, respectively.
(incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2018) ​ ​ ​ ​ ​ 10.16* ​ Fifth Amendment to the Supply Agreement by and between MannKind Corporation and Amphastar Pharmaceuticals, Inc., dated August 2, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2019) ​ ​ ​ ​ ​ 10.17 ​ Amphastar Pharmaceuticals, Inc.
(incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2018) ​ ​ ​ ​ ​ 10.13* ​ Fifth Amendment to the Supply Agreement by and between MannKind Corporation and Amphastar Pharmaceuticals, Inc., dated August 2, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2019) ​ ​ ​ ​ ​ 10.14 ​ Amphastar Pharmaceuticals, Inc.
Item 14. Principal Accountant Fees and Services. Information required by this item will be included in our 2025 Proxy Statement and is incorporated by reference into this Annual Report on Form 10-K. ​ 145 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules.
Item 14. Principal Accountant Fees and Services. Information required by this item will be included in our 2026 Proxy Statement and is incorporated by reference into this Annual Report on Form 10-K. ​ 148 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules.
Securities Trading Plans of Directors and Executive Officers ​ During our last fiscal quarter, the following director, as defined in Rule 16a-1(f), adopted a Rule 10b5-1 trading arrangement, as defined in Regulation S-K Item 408, as follows: ​ On November 26, 2024, Floyd Petersen, a member of our Board of Directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 6,000 shares of our common stock.
Securities Trading Plans of Directors and Executive Officers ​ During our last fiscal quarter, the following director, as defined in Rule 16a-1(f), terminated a Rule 10b5-1 trading arrangement, as defined in Regulation S-K Item 408, as follows: ​ On November 7, 2025, Floyd Petersen, a member of our Board of Directors, terminated a Rule 10b5-1 trading plan providing for the sale from time to time of an aggregate of up to 6,000 shares of our common stock, that was adopted on November 26, 2024.
As of December 31, 2024, we have not triggered any milestones and therefore no amounts have been recognized or paid.
As of December 31, 2025, we have not triggered any milestones and therefore no amounts have been recognized or paid.
The Company continually monitors the provision for chargebacks and rebates and makes adjustments when it believes that the actual chargebacks and rebates may differ from the estimates.
The Company continually monitors chargebacks and rebates and makes adjustments when it believes that the actual chargebacks and rebates may differ from the estimates.
The plan assets and liabilities are included in other long-term assets and other long-term liabilities, respectively, on the Company’s consolidated balance sheets. ​ Note 18.
The plan assets and liabilities are included in other long-term assets and other long-term liabilities, respectively, on the Company’s consolidated balance sheets. ​ Note 17.
As of December 31, 2024, the Company did not have any additional accruals payable to Letop. ​ Primatene MIST ® Distribution Agreement with Hong Kong Genreach Limited ​ In August 2024, the Company entered into a distribution agreement with Hong Kong Genreach Limited, or Genreach, a wholly owned subsidiary of Hanxin, a related party.
As of December 31, 2025, the Company did no t have any additional accruals payable to Letop. ​ Primatene MIST ® Distribution Agreement with Hong Kong Genreach Limited ​ In August 2024, the Company entered into a distribution agreement with Hong Kong Genreach Limited, or Genreach, a wholly owned subsidiary of Hanxin, a related party.
The Company estimates chargebacks and rebates using the expected value method at the time of sale to customers based on inventory stocking levels, historical chargeback and rebate rates, and current contract pricing. ​ The provision for chargebacks and rebates is reflected as a component of product revenues, net.
The Company estimates chargebacks and rebates using the expected value method at the time of sale to customers based on inventory stocking levels, historical chargeback and rebate rates, and current contract pricing. ​ Chargebacks and rebates are reflected as a component of product revenues, net.
Not applicable. ​ 80 Table of Contents PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the Nasdaq Global Select Market and has traded under the symbol “AMPH” since our initial public offering on June 25, 2014.
Mine Safety Disclosures. Not applicable. ​ 85 Table of Contents PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the Nasdaq Global Select Market and has traded under the symbol “AMPH” since our initial public offering on June 25, 2014.
The calculation is based on a statistical calculation combining a number of factors that include the employee’s age, length of service, and AFP employee turnover rate. ​ The liability under the plan is based on a discount rate of 3.40% and 3.25% as of December 31, 2024 and 2023, respectively.
The calculation is based on a statistical calculation combining a number of factors that include the employee’s age, length of service, and AFP employee turnover rate. ​ The liability under the plan is based on a discount rate of 3.95% and 3.40% as of December 31, 2025 and 2024, respectively.
Insider Trading Policy, adopted on December 31, 2024 ​ ​ ​ ​ ​ 21.1 ​ Subsidiaries of the Company ​ ​ ​ ​ ​ 23.1 ​ Consent of Independent Registered Public Accounting Firm ​ ​ ​ ​ ​ 24.1 ​ Power of Attorney (included in signature pages hereto) ​ ​ ​ ​ ​ 148 Table of Contents 31.1 ​ Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14a of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ 31.2 ​ Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14a of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ 32.1# ​ Certification of Principal Executive Officer pursuant to 18 U.S.C.
Insider Trading Policy, adopted on June 2, 2025 ​ ​ ​ ​ ​ 21.1 ​ Subsidiaries of the Company ​ ​ ​ ​ ​ 23.1 ​ Consent of Independent Registered Public Accounting Firm ​ ​ ​ ​ ​ 24.1 ​ Power of Attorney (included in signature pages hereto) ​ ​ ​ ​ ​ 31.1 ​ Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14a of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ 31.2 ​ Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14a of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ 32.1# ​ Certification of Principal Executive Officer pursuant to 18 U.S.C.
(incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.6+ ​ 2014 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.7+ ​ Employment Agreement, dated May 19, 2014, between Amphastar Pharmaceuticals, Inc. and Jack Zhang (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ 10.8+ ​ Employment Agreement, dated May 19, 2014, between Amphastar Pharmaceuticals, Inc. and Mary Luo (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ 146 Table of Contents 10.9+ ​ Employment Agreement, dated March 11, 2014, between Amphastar Pharmaceuticals, Inc. and William Peters (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.10† ​ Supply Agreement, dated July 31, 2014, between MannKind Corporation and Amphastar France Pharmaceuticals, S.A.S.
(incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.4+ ​ 2014 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.5+ ​ Employment Agreement, dated May 19, 2014, between Amphastar Pharmaceuticals, Inc. and Jack Zhang (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ 10.6+ ​ Employment Agreement, dated May 19, 2014, between Amphastar Pharmaceuticals, Inc. and Mary Luo (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ 10.7+ ​ Employment Agreement, dated March 11, 2014, between Amphastar Pharmaceuticals, Inc. and William Peters (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.8† ​ Supply Agreement, dated July 31, 2014, between MannKind Corporation and Amphastar France Pharmaceuticals, S.A.S.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ 32.2# ​ Certification of Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ 151 Table of Contents 32.2# ​ Certification of Principal Financial Officer pursuant to 18 U.S.C.
The unrealized gains or losses of intercompany foreign currency transactions that are of a long-term investment nature are reported in other accumulated comprehensive income. ​ The unrealized gains and losses of intercompany foreign currency transactions that are of a long-term investment nature for the years ended December 31, 2024, 2023, and 2022 were a $1.9 million loss, a $1.1 million gain, and a $1.8 million loss, respectively. ​ Comprehensive Income ​ The Company’s comprehensive income includes its foreign currency translation gains and losses, changes in pension obligations as well as its share of other comprehensive income from its equity method investments. ​ Acquisitions ​ The Company evaluates acquisitions and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
The unrealized gains or losses of intercompany foreign currency transactions that are of a long-term investment nature are reported in other accumulated comprehensive income. ​ The unrealized gains and losses of intercompany foreign currency transactions that are of a long-term investment nature for the years ended December 31, 2025, 2024, and 2023 were a $4.0 million gain, a $1.9 million loss, and a $1.1 million gain, respectively. ​ Comprehensive Income ​ The Company’s comprehensive income includes its foreign currency translation gains and losses and changes in pension obligations. ​ Acquisitions ​ The Company evaluates acquisitions and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
The increase in accounts receivables was primarily due to the increase in sales. The increase in inventories was primarily due to the increased purchases of finished product, raw materials and components for BAQSIMI ® .
The increase in accounts receivables was primarily due to the increase in sales. The increase in 94 Table of Contents inventories was primarily due to the increased purchases of finished product, raw materials and components for BAQSIMI ® .
Total expense under the program was approximately $2.0 million, $1.7 million, and $0.3 million, for the years ended December 31, 2024, 2023 and 2022, respectively. The self-insured claims liability was $5.2 million and $4.3 million at December 31, 2024 and 2023, respectively.
Total expense under the program was approximately $2.7 million, $2.0 million, and $1.7 million, for the years ended December 31, 2025, 2024, and 2023, respectively. The self-insured claims liability was $6.4 million and $5.2 million at December 31, 2025 and 2024, respectively.
These treasury share purchases are accounted for under the cost method and are included as a component of treasury stock in the Company’s consolidated balance sheets. ​ Pursuant to the Company’s existing share buyback program, the Company purchased 1,919,670 shares, 1,338,757 shares, and 1,335,528 shares of its common stock during the years ended December 31, 2024, 2023 and 2022, for total consideration of $85.5 million, $58.1 million, and $39.9 million, respectively. ​ Share-Based Award Activity and Balances ​ The Company accounts for share-based compensation payments in accordance with ASC 718, which requires measurement and recognition of compensation expense at fair value for all share-based payment awards made to employees and directors.
These treasury share purchases are accounted for under the cost method and are included as a component of treasury stock in the Company’s consolidated balance sheets. ​ Pursuant to the Company’s existing share buyback program, the Company purchased 2,915,580 shares, 1,919,670 shares, and 1,338,757 shares of its common stock during the years ended December 31, 2025, 2024, and 2023, for total consideration of $75.6 million, $85.5 million, and $58.1 million, respectively. ​ Share-Based Award Activity and Balances ​ The Company accounts for share-based compensation payments in accordance with ASC 718, which requires measurement and recognition of compensation expense at fair value for all share-based payment awards made to employees and directors.
Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2023) ​ ​ ​ ​ ​ 4.4 ​ Form of 2.00% Convertible Notes due 2029 (incorporated by reference to Exhibit 4.2 (included in Exhibit 4.1) of the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2023) ​ ​ ​ ​ 10.1+ ​ Amended and Restated 2005 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.2+ ​ Form of Stock Option Grant Notice and Stock Option Agreement under the Amended and Restated 2005 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.3◊ ​ Transfer Contract for the Right to the Use of State-owned Land, dated December 29, 2009, between Amphastar Nanjing Pharmaceuticals Co., Ltd. and Nanjing Xingang Hi-Tech Company Limited (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.4◊ ​ Investment Agreement, dated July 5, 2010, between Amphastar Nanjing Pharmaceuticals Co., Ltd. and the Management Committee of the Nanjing Economic and Technological Development Zone (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.5◊ ​ Transfer Contract for the Right to the Use of State-owned Land, dated December 31, 2010, between Amphastar Nanjing Pharmaceuticals Co., Ltd. and Nanjing Xingang Hi-Tech Company Limited.
Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2023) ​ ​ ​ ​ ​ ​4.4 ​ Form of 2.00% Convertible Notes due 2029 (incorporated by reference to Exhibit 4.2 (included in Exhibit 4.1) of the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2023) ​ ​ ​ ​ ​ 10.1◊ ​ Transfer Contract for the Right to the Use of State-owned Land, dated December 29, 2009, between Amphastar Nanjing Pharmaceuticals Co., Ltd. and Nanjing Xingang Hi-Tech Company Limited (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.2◊ ​ Investment Agreement, dated July 5, 2010, between Amphastar Nanjing Pharmaceuticals Co., Ltd. and the Management Committee of the Nanjing Economic and Technological Development Zone (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 20, 2014) ​ ​ ​ ​ ​ 10.3◊ ​ Transfer Contract for the Right to the Use of State-owned Land, dated December 31, 2010, between Amphastar Nanjing Pharmaceuticals Co., Ltd. and Nanjing Xingang Hi-Tech Company Limited.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ Intangible Assets ​ Intangible assets with finite lives are amortized using the straight-line method over the period the asset is expected to contribute directly or indirectly to the future cash flows of the Company as follows: ​ ​ ​ ​ Product rights 10 - 24 years Land-use rights 37 - 50 years Other intangibles 6 - 20 years ​ Impairment of Long-Lived Assets, including Identifiable Definite-Lived Intangible Assets ​ The Company assesses long-term and identifiable definite-lived intangible assets or asset groups for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.
Intangible assets with finite lives are amortized primarily on a straight-line basis over the period the asset is expected to contribute directly or indirectly to the future cash flows of the Company as follows: ​ ​ ​ ​ Product rights ​ ​ ​ 10 - 24 years Land-use rights 37 - 50 years Other intangibles 6 - 20 years ​ Impairment of Long-Lived Assets, including Identifiable Definite-Lived Intangible Assets ​ The Company assesses long-term and identifiable definite-lived intangible assets or asset groups for impairment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.
Consolidated Financial Statements ​ ​ ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 98 Consolidated Balance Sheets ​ 100 ​ Consolidated Statements of Operations ​ 101 ​ Consolidated Statements of Comprehensive Income ​ 102 ​ Consolidated Statements of Stockholders’ Equity ​ 103 ​ Consolidated Statements of Cash Flows ​ 104 ​ Notes to Consolidated Financial Statements ​ 105 ​ ​ ​ ​ 97 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Amphastar Pharmaceuticals, Inc.
Consolidated Financial Statements ​ ​ ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) ​ ​ ​ 101 Consolidated Balance Sheets ​ 103 ​ Consolidated Statements of Operations ​ 104 ​ Consolidated Statements of Comprehensive Income ​ 105 ​ Consolidated Statements of Stockholders’ Equity ​ 106 ​ Consolidated Statements of Cash Flows ​ 107 ​ Notes to Consolidated Financial Statements ​ 108 ​ ​ ​ ​ 100 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Amphastar Pharmaceuticals, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ Note 1. Business ​ Amphastar Pharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, hereinafter referred to as the “Company”) is a bio-pharmaceutical company that focuses primarily on developing, manufacturing, marketing, and selling technically challenging generic and proprietary injectable, inhalation, and intranasal products, including products with high technical barriers to market entry.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ Note 1. Business ​ Amphastar Pharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, hereinafter referred to as the “Company”), is a biopharmaceutical company that focuses on developing, manufacturing, and commercializing technically challenging generic and proprietary injectable, inhalation, and intranasal products, including products with high technical barriers to market entry.
The resulting currency remeasurement adjustments and other transactional foreign currency exchange gains and losses are reflected in the Company’s accompanying consolidated statements of operations. ​ The Company’s French subsidiary, AFP, maintains its books of record in euros. AUK’s subsidiary, IMS UK, maintains its books of record in British pounds.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ adjustments and other transactional foreign currency exchange gains and losses are reflected in the Company’s accompanying consolidated statements of operations. ​ The Company’s French subsidiary, AFP, maintains its books of record in euros. AUK’s subsidiary, IMS UK, maintains its books of record in British pounds.
For the years ended December 31, 2024, 2023, and 2022, advertising expenses were $10.5 million, $10.4 million, and $8.7 million, respectively. ​ Research and Development Costs ​ Research and development costs are charged to expense as incurred and consist of costs incurred to further the Company’s research and development activities.
For the years ended December 31, 2025, 2024, and 2023, advertising expenses were $10.2 million, $10.5 million, and $10.4 million, respectively. ​ Research and Development Costs ​ Research and development costs are charged to expense as incurred and consist of costs incurred to further the Company’s research and development activities.
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2014) ​ ​ ​ 10.11 ​ First Amendment to Supply Agreement, dated October 31, 2014, by and between MannKind Corporation, Amphastar France Pharmaceuticals, S.A.S., and Amphastar Pharmaceuticals, Inc.
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2014) ​ ​ ​ ​ 149 Table of Contents 10.9 ​ First Amendment to Supply Agreement, dated October 31, 2014, by and between MannKind Corporation, Amphastar France Pharmaceuticals, S.A.S., and Amphastar Pharmaceuticals, Inc.

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